Hiram Square II- 5077 Jimmy Lee Smith Parkway, Hiram GA 30141

Non-Disclosure / Confidentiality Agreement

Dear Prospective Purchaser/Broker:

The undersigned Accepting Party (the “Accepting Party”) is interested in obtaining information regarding 5077 Jimmy Lee Smith Pkwy., Hiram, GA 30141, (the “Property”) in order to evaluate the possible acquisition (the “Proposed Transaction”) of the Property by Accepting Party from the owner, (referred to herein as “Owner”). Owner will not deliver, and will not authorize Schair & Associates, Inc. (“Schair”), to deliver to Accepting Party any information with respect to the Property which may be confidential and/or proprietary in nature unless and until Accepting Party executes and delivers this Confidentiality Agreement (the “Agreement”).

By executing and delivering this Agreement and accepting the Evaluation Materials (as hereinafter defined), Accepting Party hereby agrees as follows:

1.

Confidentiality : Any information with respect to the Property (collectively, the “Evaluation Materials”) provided to Accepting Party by Owner, and/or Schair and/or any of their respective consultants, agents or employees (collectively, the “Seller Parties”) both prior and subsequent to the date hereof (including, without limitation, financial information) will be used solely for the purpose of evaluating the possible acquisition of the Property by Accepting Party, and will not be used or duplicated for any other purpose. Accepting Party shall keep all Evaluation Materials strictly confidential; provided, however, that such Evaluation Materials may be delivered to such persons or entities who, because of their involvement with the Proposed Transaction, need to know such information for the purpose of giving advice with respect to, or consummating, the Proposed Transaction (all of whom are collectively referred to as “Related Parties”); provided, however, that any such Related Parties shall be informed by Accepting Party of the confidential nature of such information and shall be directed by Accepting Party (and Accepting Party shall cause such Related Parties) to keep all such information in the strictest confidence and to use such information only in connection with the Proposed Transaction and in accordance with the terms of this Agreement. Accepting Party will not communicate with owner, tenants of the Property, or employees or independent contractors of Owner located at the Property, without the prior written consent of Schair.

2.

Return of Evaluation Materials: If, at any time, Accepting Party elects not to proceed with the Proposed Transaction, or, upon request of Owner, Accepting Party will promptly deliver to Schair all Evaluation Materials received by Accepting Party, whether received before or after the date of this Agreement, without retaining copies thereof, or extracts or other reproductions, in whole or in part, thereof.

3.

Fees: Owner has indicated that all inquiries and communications with respect to the contemplated sale of such Property be directed to Schair. All fees due Schair in connection with the sale of the Property shall be paid by Owner. Accepting Party hereby acknowledges that it is a principal, or an investment advisor acting in a fiduciary capacity on behalf of a principal in connection with the possible acquisition of the Property, and Accepting Party hereby agrees that this Agreement does not constitute an agreement by Schair, nor owner as an obligation to pay any fee, commission or other compensation to any agent, broker or representative of a purchaser. Accepting Party represents to Seller Parties that it has not had any discussions regarding the Property with any broker or agent other than Schair. Accepting Party hereby agrees to indemnify and hold harmless each of the Seller Parties against any and all costs, loss, liability or expense, including attorney’s fees, arising from claims by any other broker or other parties claiming to have had dealings with Accepting Party in connection with the sale of the Property, excluding Schair.

4.

No Disclosure: Accepting Party shall not and will direct its agents, employees and all Related Parties not to (i) disclose the fact that discussions or negotiations are taking place concerning the possible acquisition of the Property or any of the terms thereof (including that Evaluation Materials have been provided to Accepting Party), or (ii) conduct any discussions, negotiations or make any inquiries concerning the possible acquisition of the Property with any other person or entity (including tenants) except for Owner and Schair, except as may be expressly permitted elsewhere in this Agreement and, in such case, only in strict accordance with the provisions hereof. Accepting Party also acknowledges that Owner may suffer significant damages in the event of any breach of the provisions of this paragraph by Accepting Party or the Related Parties and that Owner has relied on Accepting Party’s agreement to comply with the provisions of this paragraph in determining to make available the Evaluation Materials to Accepting Party. Accepting Party shall reimburse Seller Parties for all costs and expenses, including reasonable attorneys’ fees, incurred by Seller Parties in successfully enforcing Accepting Party’s obligations under this Agreement.

5.

No Representations by Seller Parties: None of Seller Parties make any representations or warranties, express or implied, as to the accuracy or completeness of the Evaluation Materials or that actual results will conform to any projections, express or implied, contained therein. Seller Parties and Schair expressly disclaim any and all liability for representations or warranties, expressed or implied, contained in the Evaluation Materials, or omissions from the Evaluation Materials, or in any other written or oral communications, or omissions there from, transmitted or made available to Accepting Party. Accepting Party agrees that neither Seller Parties nor Schair nor any affiliate of either thereof shall have any liability to Accepting Party or any of the Related Parties or any other person or entity resulting from Accepting Party’s or the Related Parties’ use of or reliance upon the Evaluation Materials. The Property is being offered on an “as is” basis with no representation as to the physical condition of the Property. Due diligence by Accepting Party regarding any Evaluation Materials and the Property is recommended and fully encouraged by Owner and Schair.

6.

No Duty to Negotiate: Accepting Party agrees that unless and until a definitive agreement between Owner and Accepting Party with respect to the Proposed Transaction has been executed and delivered, neither Owner nor Accepting Party will be under any legal obligation of any kind whatsoever including, without limitation, the obligation to negotiate in good faith with respect to the Proposed Transaction by virtue of this Agreement or any written or oral expression with respect to the Proposed Transaction by any of Owner’s directors, officers, employees, agents or any other representatives or Owner’s advisors or representatives thereof except, in the case of this Agreement, for the matters specifically agreed to herein. The agreement set forth in this paragraph may be modified or waived only by a separate writing by Owner and Accepting Party expressly so modifying or waiving such agreement.

7.

No Obligation to Sell: Owner expressly reserves the right, at its sole discretion, to reject any and all expressions of interest or offers to purchase the Property from Accepting Party or any other person or entity at any time with or without notice. Owner is under no legal obligation of any kind whatsoever with respect to the Proposed Transaction by virtue of this Agreement, except for the matters specifically agreed to herein.

8.

Remedies: It is understood and agreed that monetary damages would not be a sufficient remedy for any breach of this Agreement by Accepting Party or any of the Related Parties and that Owner shall be entitled to equitable relief, including injunction and specific performance, as a remedy for any such breach. Accepting Party hereby agrees on behalf of itself and on behalf of the Related Parties that neither it nor they shall oppose the granting of any such equitable relief. Such remedies shall not be deemed to be the exclusive remedies for a breach by Accepting Party or any of the Related Parties of this Agreement but shall be in addition to all other remedies available at law or equity to Owner. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines that Accepting Party or any of the Related Parties has breached this Agreement, then Accepting Party, in addition to the rights and remedies available to Owner at law or in equity, shall be liable and pay to Owner the reasonable legal fees incurred by Owner in connection with such litigation, including any appeals resulting therefrom.

9.

Applicable Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without giving effect to its principles of Conflicts of Law.

10.

Captions: Captions contained in this Agreement are for convenience of reference only and shall not be considered or referred to in resolving questions of interpretation and construction.

To receive an Offering Memorandum on the property, please complete the form below.

*ALL FIELDS ARE REQUIRED.

ACCEPTED AND AGREED TO THIS of 20

Accepting Party: I am a PrincipalBroker
(Brokers are required to complete each section to register their client)

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I have read and understand the terms and conditions set forth in this Non-Disclosure/Confidentiality Agreement.